**Exhibit 3.2**

 

BY-LAWS

 

FOR

 

INTERNATIONAL ALUMINUM CORPORATION

 

I N D E X

 
| ARTICLE I - Offices                   |                                   |
|---------------------------------------|----------------------------------------|
|                                  |                                   |   |
| Section 1.01                          | Principal Office                       |   |
|                                  |                                   |   |
| Section 1.02                          | Other Offices                          |   |
|                                  |                                   |   |
| ARTICLE II - Meetings of Shareholders |                                   |
|                                  |                                   |   |
| Section 2.01                          | Place of Meetings                      |   |
|                                  |                                   |   |
| Section 2.02                          | Annual Meetings                        |   |
|                                  |                                   |   |
| Section 2.03                          | Special Meetings                       |   |
|                                  |                                   |   |
| Section 2.04                          | Adjourned Meetings and Notices Thereof |   |
|                                  |                                   |   |
| Section 2.05                          | Voting                                 |   |
|                                  |                                   |   |
| Section 2.06                          | Quorum                                 |   |
|                                  |                                   |   |
| Section 2.07                          | Consent of Absentees                   |   |
|                                  |                                   |   |
| Section 2.08                          | Action Without Meeting                 |   |
|                                  |                                   |   |
| Section 2.09                          | Proxies                                |   |
|                                  |                                   |   |
| ARTICLE III - Directors               |                                   |
|                                  |                                   |   |
| Section 3.01                          | Powers                                 |   |
|                                  |                                   |   |
| Section 3.02                          | Number of Directors                    |   |
|                                  |                                   |   |
| Section 3.03                          | Election and Term of Office            |   |
|                                  |                                   |   |
| Section 3.04                          | Vacancies                              |   |
|                                  |                                   |   |
| Section 3.05                          | Place of Meeting                       |   |
|                                  |                                   |   |
| Section 3.06                          | Organization Meeting                   |   |
|                                  |                                   |   |
| Section 3.07                          | Other Regular Meetings                 |   |
|                                  |                                   |   |
| Section 3.08                          | Special Meetings                       |   |
|                                  |                                   |   |
| Section 3.09                          | Notice of Adjournment                  |   |
|                                  |                                   |   |
| Section 3.10                          | Waiver of Notice                       |   |
|                                  |                                   |   |
| Section 3.11                          | Quorum                                 |   |

 

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| Section 3.12              | Adjournment                                           |   |
|---------------------------|-------------------------------------------------------|--------|
|                      |                                                  |   |
| Section 3.13              | Action Without Meeting                                |   |
|                      |                                                  |   |
| Section 3.14              | Fees and Compensation                                 |   |
|                      |                                                  |   |
| Section 3.15              | Indemnification of Directors, Officers and  Employees |   |
|                      |                                                  |   |
| ARTICLE IV - Officers     |                                                  |
|                      |                                                  |   |
| Section 4.01              | Officers                                              |   |
|                      |                                                  |   |
| Section 4.02              | Election                                              |   |
|                      |                                                  |   |
| Section 4.03              | Subordinate Officers, etc.                            |   |
|                      |                                                  |   |
| Section 4.04              | Removal and Resignation                               |   |
|                      |                                                  |   |
| Section 4.05              | Vacancies                                             |   |
|                      |                                                  |   |
| Section 4.06              | Chairman of the Board                                 |   |
|                      |                                                  |   |
| Section 4.07              | President                                             |   |
|                      |                                                  |   |
| Section 4.08              | Vice President                                        |   |
|                      |                                                  |   |
| Section 4.09              | Secretary                                             |   |
|                      |                                                  |   |
| Section 4.10              | Treasurer                                             |   |
|                      |                                                  |   |
| ARTICLE V - Miscellaneous |                                                  |
|                      |                                                  |   |
| Section 5.01              | Record Date and Closing Stock Books                   |   |
|                      |                                                  |   |
| Section 5.02              | Inspection of Corporate Records                       |   |
|                      |                                                  |   |
| Section 5.03              | Checks, Drafts, etc.                                  |   |
|                      |                                                  |   |
| Section 5.04              | Annual Report                                         |   |
|                      |                                                  |   |
| Section 5.05              | Contract, etc., How executed                          |   |
|                      |                                                  |   |
| Section 5.06              | Certificates of Stock                                 |   |
|                      |                                                  |   |
| Section 5.07              | Representation of Shares of Other Corporations        |   |
|                      |                                                  |   |
| Section 5.08              | Inspection of By-Laws                                 |   |
|                      |                                                  |   |
| Section 5.09              | Periodic Reports                                      |   |
|                      |                                                  |   |
| ARTICLE VI - Amendments   |                                                  |
|                      |                                                  |   |
| Section 6.01              | Powers of Shareholders                                |   |
|                      |                                                  |   |
| Section 6.02              | Powers of Directors                                   |   |

 

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BY-LAWS FOR THE REGULATION, EXCEPT AS

OTHERWISE PROVIDED BY STATUTE OR ITS

ARTICLES OF INCORPORATION, OF

 

INTERNATIONAL ALUMINUM CORPORATION

 

ARTICLE I

 

Offices

 

Section 1.01           Principal Office.  The principal office for the transaction ofthe business of the Corporation is hereby located at 767 Monterey PassRoad in the City of Monterey Park, County of Los Angeles, State ofCalifornia.  The Board of Directors ishereby granted full power and authority to change said principal office fromone location to another in said county by amendment of this Section 1.01.

 

Section 1.02           Other Offices.  Branch or subordinate offices may at any timebe established by the Board of Directors at any place or places where theCorporation is qualified to do business.

 

ARTICLE II

 

Meetingof Shareholders

 

Section 2.01           Place of Meetings.  All annual meetings of shareholders and allother meetings of shareholders shall be held either at the principal office orat any other place within or without the State of California which may bedesignated either by the Board of Directors pursuant to authority hereinaftergranted to said Board, or by the written consent of all shareholders entitledto vote thereat, given either before or after the meeting and filed with theSecretary of the Corporation.

 

Section 2.02           Annual Meetings.  The annual meeting of shareholders shall beheld on the last Thursday of October in each year at 2:00 o’clock P.M. ofsaid day; provided, however, that should said day fall upon a legal holiday,then any such annual meeting of shareholders shall be held at the same time andplace on the next day thereafter ensuing which is not a legal holiday.  At such meetings directors shall be elected,reports of the affairs of the Corporation shall be considered, and any otherbusiness may be transacted which is within the power of the shareholders.  Written notice of each annual meeting shallbe given to each shareholder entitled to vote, either personally or by mail orother means of written communication, charges prepaid, addressed to suchshareholder at his address appearing on the books of the Corporation or givenby him to the Corporation for the purpose of notice.  If a shareholder gives no address, noticeshall be deemed to have been given if sent by mail or other means of writtencommunication addressed to the place where the principal office of theCorporation is situated, or if published at least once in some newspaper ofgeneral circulation in the county in which said office is located. All suchnotices shall be sent to each shareholder entitled thereto not less thanten (10) days or more than fifty (50) days before each annualmeeting, and shall specify the place, the day and the hour of such meeting, andshall state such other matters, if any, as may be expressly required bystatute.

 

Section 2.03           Special Meetings.  Special meetings of the shareholders, for anypurpose or purposes whatsoever, may be called at any time by the President orby the Board of Directors, or by one or more shareholders holding not less thanone-fifth of the voting power of the Corporation.  Except in special cases where other expressprovision is made by statute, notice of such special meetings shall be given inthe same manner as for annual meetings of shareholders.  Notices of any special meeting shall specifyin addition to the place, day and hour of such meeting, the general nature ofthe business to be transacted.

 

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Section 2.04           Adjourned Meetings and Notice Thereof.  Any shareholders’ meeting, annual or special,whether or not a quorum is present, may be adjourned from time to time by thevote of a majority of the shares, the holders of which are either present inperson or represented by proxy thereat, but in the absence of a quorum no otherbusiness may be transacted at such meeting. When any shareholders’ meeting, either annual or special, is adjournedfor thirty (30) days or more, notice of the adjourned meeting shall begiven as in the case of an original meeting. Save as aforesaid, it shall not be necessary to give any notice of anadjournment or of the business to be transacted at an adjourned meeting, otherthan by announcement at the meeting at which such adjournment is taken.

 

Section 2.05           Voting. Unless a record date for voting purposes be fixed as provided inSection 5.01 of these By-Laws, then, but subject to the provisions ofSections 2218 to 2224 inclusive of the Corporations Code of California,only persons in whose names shares entitled to vote stand on the stock recordsof the Corporation on the day three (3) days prior to any meeting ofshareholders shall be entitled to vote at such meeting.  Such vote may be viva voce or by ballotprovided however, that all elections for Directors must be by ballot upondemand made by a shareholder at any election and before the voting begins.Every shareholder entitled to vote at any election for Directors shall have theright to cumulate his votes and give one candidate a number of votes equal tothe number of Directors to be elected multiplied by the number of votes towhich his shares are entitled, or to distribute his votes on the same principleamong as many candidates as he shall think fit. The candidates receiving the highest number of votes up to the number ofDirectors to be elected shall be elected.

 

Section 2.06           Quorum. The presence in person or by proxy of persons entitled to vote amajority of the voting shares at any meeting shall constitute a quorum for thetransaction of business.  Theshareholders present at a duly called or held meeting at which a quorum ispresent may continue to do business until adjournment, notwithstanding thewithdrawal of enough shareholders to leave less than a quorum.

 

Section 2.07           Consent of Absentees.  The transactions of any meeting ofshareholders, either annual or special, however called and noticed, shall be asvalid as though had at a meeting duly held after regular call and notice, if aquorum be present either in person or by proxy, and if, either before or afterthe meeting, each of the shareholders entitled to vote, not present in personor by proxy, signs a written waiver of notice, or a consent to the holding ofsuch meeting, or an approval of the minutes thereof.  All such waivers, consents or approvals shallbe filed with the Corporate records or made a part of the minutes of themeeting.

 

Section 2.08           Action Without Meeting.  Any action which, under any provision of theCalifornia Corporations Code, may be taken at a meeting of the shareholders,except approval of an agreement for merger or consolidation of the Corporationwith other corporations, may be taken without a meeting if authorized bywriting signed by all of the persons who would be entitled to vote upon suchaction at a meeting, and filed with the Secretary of the Corporation.

 

Section 2.09           Proxies. Every person entitled to vote or execute consents shall have the rightto do so either in person or by one or more agents authorized by a writtenproxy executed by such person or his duly authorized agent and filed with theSecretary of the Corporation; provided than no such proxy shall be valid afterthe expiration of eleven (11) months from the date of its execution,unless the person executing it specifies therein the length of time for whichsuch proxy is to continue in force, which in no case shall exceedseven (7) years from the date of its execution.

 

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ARTICLE III

 

Directors

 

Section 3.01           Powers. Subject to limitations of the Articles of Incorporation of the By-Laws,and of the California Corporations Code as to action which shall be authorizedor approved by the shareholders, all Corporate powers shall be exercised by orunder the authority of, and the business and affairs of the Corporation shallbe controlled by, the Board of Directors. Without prejudice to such general powers, but subject to the samelimitations, it is hereby expressly declared that the Directors shall have thefollowing powers, to wit:

 

First- To select and remove all the Officers, agents and employees of theCorporation, prescribe such powers and duties for them as may not beinconsistent with law, with the Articles of Incorporation or the By- Laws, fixtheir compensation, and require from them security for faithful service.

 

Second- To conduct, manage and control the affairs and business of the Corporation,and to make such rules and regulations therefor not inconsistent with law, orwith the Articles of Incorporation or the By- Laws, as they may deem best.

 

Third- To change the principal office for the transaction of the business of theCorporation from one location to another within the same county as provided inSection 1.01 hereof; to fix and locate from time to time one or moresubsidiary offices of the Corporation within or without the State ofCalifornia, as provided in Section 1.02 hereof; to designate any placewithin or without the State of California for the holding of any shareholders’meeting or meetings; and to adopt, make and use a Corporate seal, and toprescribe the forms of certificates of stock, and to alter the form of suchseal and of such certificates from time to time, as in their judgment they maydeem best, provided such seal and such certificate shall at all times complywith the provisions of law.

 

Fourth- To authorize the issuance of shares of stock of the Corporation from time totime, upon such terms and for such considerations as may be lawful.

 

Fifth- To borrow money and incur indebtedness for the purposes of the Corporation,and to cause to be executed and delivered therefor, in the Corporate name,promissory notes, bonds, debentures, deeds of trust, mortgages, pledges,hypothecations or other evidences of debt and securities therefor.

 

Sixth- To appoint an Executive Committee and other committees, and to delegate tothe Executive Committee any of the powers and authority of the Board in themanagement of the business and affairs of the Corporation, except the power todeclare dividends and to adopt, amend or repeal By-Laws.  The Executive Committee shall be composed oftwo or more Directors.

 

Section 3.02           Number of Directors.  The authorized number of Directors of theCorporation shall be seven (7) until changed by amendment of the Articlesof Incorporation or by a By-Law duly adopted by the shareholders amending thisSection 3.02; and if it is proposed to reduce the authorized number ofDirectors below seven (7), the vote or written consent of shareholdersholding more than eighty percent (80%) of the voting power shall benecessary for such reduction.

 

Section 3.03           Election and Term of Office.  The Directors shall be elected at each annualmeeting of shareholders, but if any such annual meeting is not held, or theDirectors are not elected thereat, the Directors may be elected at any specialmeeting of shareholders held for that purpose. All Directors shall hold office until their respective successors areelected.

 

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Section 3.04           Vacancies. Vacancies in the Board of Directors may be filled by a majority of the remainingDirectors, though less than a quorum, or by a sole remaining Director, and eachDirector so elected shall hold office until his death, resignation or removal,or until his successor is elected at an annual or a special meeting of theshareholders.  A vacancy or vacancies inthe Board of Directors shall be deemed to exist in case of the death,resignation or removal of any Director, or if the authorized number ofDirectors be increased, or if the shareholders fail at any annual or specialmeeting of shareholders at which any director or Directors are elected electthe full authorized number of Directors to be voted for at that meeting.  The shareholders may elect a Director orDirectors at any time to fill any vacancy or vacancies not filled by the Directors.  If the Board of Directors accepts theresignation of a Director tendered to take effect at a future time, the Boardor the shareholders shall have power to elect a successor to take office whenthe resignation is to become effective. No reduction of the authorized number of Directors shall have the effectof removing any Director prior to the expiration of his term of office.

 

Section 3.05           Place of Meeting.  Regular meetings of the Board of Directorsshall be held at any place within or without the state which has beendesignated from time to time by resolution of the Board or by written consentof all members of the Board.  In theabsence of such designation, regular meetings shall be held at the principaloffice of the Corporation.  Special meetingsof the Board may be held either at a place so designated or at the principaloffice.

 

Section 3.06           Organization Meeting.  Immediately following each annual meeting ofshareholders, the Board of Directors shall hold a regular meeting for thepurpose of organization, election of officers, and the transaction of otherbusiness.  Notice of such meeting ishereby dispensed with.

 

Section 3.07           Other Regular Meetings.  Other regular meetings of the Board ofDirectors shall be held without call at such time as the Board of Directors mayfrom time to time designate; provided, however, should said day fall upon alegal holiday, then said meeting shall be held at the same time on the next daythereafter ensuring which is not a legal holiday.  Notice of all such regular meetings of theBoard of Directors is hereby dispensed with.

 

Section 3.08           Special Meetings.  Special meetings of the Board of Directorsfor any purpose or purposes shall be called at any time by the President, or,if he is absent or unable or refuses to act, by any Vice President or by anytwo Directors.  Written notice of thetime and place of special meetings shall be delivered personally to eachDirector, or sent to each Director by mail or by other form of writtencommunication, charges prepaid, addressed to him at his address as it is shownupon the records of the Corporation, or if it is not so shown on such recordsand is not readily ascertainable, at the place in which the meetings of theDirectors are regularly held.  In casesuch notice is mailed or telegraphed, it shall be deposited in the UnitedStates mail or delivered to the telegraph company in the County in which theprincipal office of the Corporation is located at least forty-eight (48)hours prior to the time of the holding of the meeting. In case such notice isdelivered personally as above provided, it shall be so delivered at leasttwenty-four (24) hours prior to the time of the holding of themeeting.  Such mailing, telegraphing ordelivery as above provided shall be due, legal and personal notice to suchDirector.

 

Section 3.09           Notice of Adjournment.  Notice of the time and place of holding anadjourned meeting need not be given to absent Directors if the time and placebe fixed at the meeting adjourned.

 

Section 3.10           Waiver of Notice.  The transactions of any meeting of the Boardof Directors, however called and noticed or wherever held, shall be as valid asthough had at a meeting duly held after regular call and notice, if a quorum bepresent, and if, either before or after the meeting, each of the Directors notpresent signs a written waiver of notice, or a consent to holding such meeting,or an approval of the minutes thereof. All such waivers, consents or approvals shall be filed with theCorporate records or made a part of the minutes of the meeting.

 

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Section 3.11           Quorum.  A majority of theauthorized number of Directors shall be necessary to constitute a quorum forthe transaction of business, except to adjourn as hereinafter provided.  Every act or decision done or made by amajority of the Directors present at a meeting duly held at which a quorum ispresent shall be regarded as the act of the Board of Directors, unless agreater number be required by law or by the Articles of Incorporation.

 

Section 3.12           Adjournment. A quorum of the Directors may adjourn any Directors’ meeting to meetagain at a stated day and hour; provided, however, that in the absence of aquorum, a majority of the Directors present at any Directors’ meeting, eitherregular or special, may adjourn from time to time until the time fixed for thenext regular meeting of the Board.

 

Section 3.13           Action Without Meeting.  Any action required or permitted to be takenby the Board of Directors under any provision of the California CorporationsCode may be taken without a meeting, if all members of the Board shallindividually or collectively consent in writing to such action.  Such written consent or consents shall be filedwith the minutes of the proceedings of the Board.  Such action by written consent shall have thesame force and effect as a unanimous vote of such Directors.

 

Section 3.14           Fees and Compensation.  By resolution of the Board of Directors, oneor more of the Directors may be paid a retainer for their services asDirectors, or a fixed fee (with or without expenses of attendance) forattendance at each meeting, or both. Nothing herein contained shall be construed to preclude any Directorfrom serving the Corporation in any other capacity as an officer, agent,employee, or otherwise, and receiving compensation therefor.

 

Section 3.15           Indemnification of Directors, Officers,Employees and Other Agents.

 

(a)           The Corporation shall have the authority, tothe maximum extent permitted by the California Corporations Code, to indemnifyeach of its agents against expenses, judgments, fines, settlements and otheramounts actually and reasonably incurred in connection with any proceedingarising by reason of the fact that any such person is or was an agent of theCorporation.  The Corporation shall alsohave the authority, to the maximum extent permitted by the CaliforniaCorporations Code, to advance expenses incurred by any agent of the Corporationin defending any proceeding.

 

(b)           The Corporation shall have the authority topurchase and maintain insurance on behalf of agents of the Corporation againstany liability asserted against or incurred by any agent in such capacity orarising out of the agent’s status as agent.

 

(c)           The Corporation shall have the power to enterinto binding agreements with its agents to provide the indemnification allowedunder this Section 3.15.

 

(d)           Nothing in this Section 3.15 shall beconstrued either to allow indemnification of any agent for any acts oromissions or transactions from which such agent may not be indemnified underapplicable California law or to deny indemnification when applicable Californialaw requires indemnification.

 

(e)           For the purposes of this Section 3.15,an agent of the Corporation includes any person who is or was a Director,Officer, employee, or other agent of the Corporation, or is or was serving atthe request of the Corporation as a Director, Officer, employee, or agent ofanother corporation, partnership, joint venture, trust, or other enterprise, orwas a Director, Officer, employee, or agent of a corporation which was apredecessor corporation of the Corporation or of another enterprise at therequest of such predecessor corporation. For purposes of this Section 3.15, “proceeding” means any threatened,pending, or completed action or proceeding, whether civil, criminal,administrative or investigative.  Forpurposes of this Section 3.15, “expenses” includes, without limitation,attorneys’ fees and any expenses of establishing a right to indemnification.

 

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ARTICLE IV

 

Officers

 

Section 4.01           Officers. The Officers of the Corporation shall be a President, a Vice President,a Secretary and a Treasurer.  TheCorporation may also have, at the discretion of the Board of Directors, aChairman of the Board, one or more additional Vice Presidents, one or moreAssistant Secretaries and one or more Assistant Treasurers, and such otherOfficers as may be appointed in accordance with the provisions of Section 4.03.One person may hold two or more offices, except those of President andSecretary.

 

Section 4.02           Election. The Officers of the Corporation, except such Officers as may beappointed in accordance with the provisions of Section 4.03 orSection 4.05, shall be chosen annually by the Board of Directors, and eachshall hold his office until he shall resign or shall be removed or otherwisedisqualified to serve, or his successor shall be elected and qualified.

 

Section 4.03           Subordinate Officers, etc.  The Board of Directors may appoint such otherOfficers as the business of the Corporation may require, each of whom shallhave such authority and perform such duties as are provided in these By-Laws oras the Board of Directors may from time to time specify, and shall hold officeuntil he shall resign or shall be removed or otherwise disqualified to serve.

 

Section 4.04           Removal and Resignation.  Any Officer may be removed, either with orwithout cause by a majority of the Directors at the time in office, at anyregular or special meeting of the Board, or, except in case of an Officerchosen by the Board of Directors, by any Officer upon whom such power ofremoval may be conferred by the Board of Directors.  Any Officer may resign at any time by givingwritten notice to the Board of Directors or to the President, or to theSecretary of the Corporation.  Any suchresignation shall take effect at the date of the receipt of such notice or atany later time specified therein; and, unless otherwise specified therein, theacceptance of such resignation shall not be necessary to make it effective.

 

Section 4.05           Vacancies. A vacancy in any office because of death, resignation, removal,disqualification or any other cause shall be filled in the manner prescribed inthe By-Laws for regular appointments to such office.

 

Section 4.06           Chairman of the Board.  The Chairman of the Board, if there shall besuch an Officer, shall, if present, preside at all meetings of the Board ofDirectors, and exercise and perform such other powers and duties as may be fromtime to time assigned to him by the Board of Directors or prescribed by theseBy-Laws.

 

Section 4.07           President. Subject to such supervisory powers, if any, as may be given by the Boardof Directors to the Chairman of the Board, if there be such an Officer, thePresident shall be the Chief Executive Officer of the Corporation and shall,subject to the control of the Board of Directors, have general supervision,direction and control of the business and affairs of the Corporation.  He shall preside at all meetings of theshareholders and, in the absence of the Chairman of the Board, at all meetingsof the Board of Directors.  He shall beex officio a member of all the standing committees, including theExecutive Committee, if any, and shall have the general powers and duties ofmanagement usually vested in the office of President of a corporation, andshall have such other powers and duties as may be prescribed by the Board ofDirectors or these By-Laws.

 

Section 4.08           Vice President.  In the absence or disability of thePresident, the Vice Presidents in order of their rank as fixed by the Board ofDirectors, or if not ranked, the Vice President designated by the Board ofDirectors, shall perform all the duties of the President, and when so actingshall have all the powers of, and be subject to all the restrictions upon, thePresident.  The Vice Presidents shallhave such other powers and perform such other duties as from time to time maybe prescribed for them respectively by the Board of Directors or these By-Laws.

 

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Section 4.09           Secretary. The Secretary shall keep, or cause to be kept, a book of minutes at theprincipal office or such other place as the Board of Directors may order, ofall meetings of Directors and shareholders, with the time and place of holding,whether regular or special, and if special, how authorized, the notice thereofgiven, the names of those present at Directors’ meetings, the number of sharespresent or represented at shareholders’ meetings and the proceedings thereof.

TheSecretary shall keep, or cause to be kept, at the principal office or at theoffice of the Corporation’s transfer agent, a share register, or a duplicateshare register, showing the names of the shareholders and their addresses; thenumber and classes of shares held by each; the numbers and dates ofcertificates issued for the same; and the number and date of cancellation ofevery certificate surrendered for cancellation.

TheSecretary shall give, or cause to be given, notice of all the meetings of theshareholders and of the Board of Directors required by the By-Laws or by law tobe given, and he shall keep the seal of the Corporation in safe custody, andshall have such other powers and perform such other duties as may be prescribedby the Board of Directors or these By-Laws. If for any reason the Secretary shall fail to give notice of any specialmeeting of the Board of Directors called by one or more of the personsidentified in the first paragraph of Section 3.08, or if he shall fail togive notice of any special meeting of the shareholders called by one or more ofthe persons identified in Section 2.03, then any such person or personsmay give notice of any such special meeting.

 

Section 4.10           Treasurer. The Treasurer shall keep and maintain, or cause to be kept andmaintained, adequate and correct accounts of the properties and businesstransactions of the Corporation, including accounts of its assets, liabilities,receipt, disbursements, gains, losses, capital, surplus and shares.  Any surplus, including earned surplus,paid-in surplus and surplus arising from a reduction of stated capital, shallbe classified according to source and shown in a separate account.  The books of account shall at all reasonabletimes be open to inspection by any Director. The Treasurer shall deposit all moneys and other valuables in the name andto the credit of the Corporation with such depositories as may be designated bythe Board of Directors.  He shalldisburse the funds of the Corporation as may be ordered by the Board ofDirectors, shall render to the President and Directors, whenever they requestit, an account of all of his transactions as Treasurer and of the financialcondition of the Corporation, and shall have such other powers and perform suchother duties as may be prescribed by the Board of Directors or these By-Laws.

 

ARTICLE V

 

Miscellaneous

 

Section 5.01           Record Date and Closing Stock Books.  The Board of Directors may fix a time in thefuture as a record date for the determination of the shareholders entitled tonotice of and to vote at any meeting of shareholders or entitled to receive anydividend or distribution, or any allotment of rights, or to exercise rights inrespect to any change, conversion or exchange of shares.  The record date so fixed shall be not morethan fifty (50) days prior to the date of the meeting or event for thepurposes of which it is fixed.  When arecord date is so fixed, only shareholders who are such of record on that dateare entitled to notice of and to vote at the meeting or to receive thedividend, distribution, or allotment of rights, or to exercise the rights asthe case may be, notwithstanding any transfer of any shares on the books of theCorporation after the record date.  TheBoard of Directors may close the books of the Corporation against transfers ofshares during the whole or any part of a period not more than fifty (50)days prior to the date of a shareholders’ meeting, the date when the right toany dividend, distribution, or allotment of rights vests, or the effective dateof any change, conversion or exchange of shares.

 

Section 5.02           Inspection of Corporate Records.  The share register or duplicate shareregister, the books of account, and minutes of proceedings of the shareholdersand the Board of Directors and of executive committees of Directors shall beopen to inspection upon the written demand of any shareholder or the holder ofa voting trust certificate, at any reasonable time, and for a purpose reasonablyrelated to his interests as a

 

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shareholder,or as the holder of such voting trust certificate, and shall be exhibited atany time when required by the demand at any shareholders’ meeting of ten per cent (10%)of the shares represented at the meeting. Such inspection may be made in person or by an agent or attorney, andshall include the right to make extracts. Demand of inspection other than at a shareholders’ meeting shall be madein writing upon the President, Secretary, Assistant Secretary or GeneralManager of the Corporation.

 

Section 5.03           Checks, Drafts, etc.  All checks, drafts or other orders forpayment of money, notes or other evidences of indebtedness, issued in the nameof or payable to the Corporation, shall be signed or endorsed by such person orpersons and in such manner as, from time to time, shall be determined byresolution of the Board of Directors.

 

Section 5.04           Annual Report.  The Board of Directors shall cause an annualreport to be sent to the shareholders, not later than one hundred andtwenty (120) days after the close of the fiscal or calendar year.

 

Section 5.05           Contract, etc., How Executed.  The Board of Directors, except as in theseBy-Laws otherwise provided, may authorize any Officer or Officers, agent oragents, to enter into any contract or execute any instrument in the name of andon behalf of the Corporation, and such authority may be general or confined tospecific instances; and unless so authorized by the Board of Directors, noOfficer, agent or employee shall have any power or authority to bind theCorporation by any contract or engagement or to pledge its credit or to renderit liable for any purpose or in any amount.

 

Section 5.06           Certificates of Stock.  A certificate or certificates for shares ofthe capital stock of the Corporation shall be issued to each shareholder whenany such shares are fully paid up.  Allsuch certificates shall be signed by the President or a Vice President and theSecretary or an Assistant Secretary, or be authenticated by facsimiles of thesignatures of the President and Secretary, or by a facsimile of the signatureof the President and the written signature of the Secretary or an AssistantSecretary.  Every certificateauthenticated by a facsimile of a signature must be countersigned by a transferagent or transfer clerk, and be registered by an incorporated bank or trustcompany, either domestic or foreign, as registrar of transfers, beforeissuance.

Certificatesfor shares may be issued prior to full payment under such restrictions and forsuch purposes as the Board of Directors or these By-Laws may provide; provided,however, that any such certificate so issued prior to full payment shall stateon its face the amount remaining unpaid and the terms of payment thereof.

 

Section 5.07           Representation of Shares of OtherCorporations.  The President or any VicePresident and the Secretary or Assistant Secretary of this Corporation areauthorized to vote, represent and exercise on behalf of this Corporation allrights incident to any and all shares of any other corporation or corporationsstanding in the name of this Corporation. The authority herein granted to said Officers to vote or represent onbehalf of this Corporation any and all shares held by this Corporation in anyother corporation or corporations may be exercised either by such Officers inperson or by any person authorized so to do by proxy or power of attorney dulyexecuted by said Officers.

 

Section 5.08           Inspection of By-Laws.  The Corporation shall keep in its principaloffice for the transaction of business the original or a copy of these By-Lawsas amended or otherwise altered to date, certified by the Secretary, whichshall be open to inspection by the shareholders at all reasonable times duringoffice hours.

 

Section 5.09           Periodic Reports.  Regular reports containing detailed financialand other information concerning the business and affairs of the Corporationshall be furnished periodically to the responsible Officers and Directors ofthe Corporation, and such reports shall be designed to keep each such Officerand Director currently and reasonably informed of the affairs of theCorporation.

 

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ARTICLE VI

 

Amendments

 

Section 6.01           Power of Shareholders.  New By-Laws may be adopted or these By-Lawsmay be amended or repealed by the vote of shareholders entitled to exercise amajority of the voting power of the Corporation or by the written assent ofsuch shareholders, except as otherwise provided by law or by the Articles ofIncorporation; provided that the vote or written assent of shareholders holdingmore than eighty percent (80%) of the voting power of the Corporationshall be required to reduce the authorized number of Directors belowfive (5).

 

Section 6.02           Power of Directors.  Subject to the right of shareholders asprovided in Section 6.01 to adopt, amend or repeal By-Laws, By-Laws otherthan a By-Law or amendment thereof, changing the authorized number of Directorsmay be adopted, amended or repealed by the Board of Directors at any regular orspecial meeting thereof.

 

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